Investigation of Business; Access to Properties and Records Clause Samples

Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, ▇▇▇▇▇▇▇▇ and Chevron shall cause P Chem and C Chem, respectively, to afford to representatives of the other Party reasonable access to their offices, properties, books and records, during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairs; PROVIDED, HOWEVER, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel or operations of ▇▇▇▇▇▇▇▇ or P Chem, or Chevron or C Chem, respectively. All requests for access to the offices, properties, books, and records relating to P Chem or C Chem shall be made to such representatives as may be designated in writing by ▇▇▇▇▇▇▇▇ or Chevron, as appropriate (the "Designated Representatives"), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither ▇▇▇▇▇▇▇▇ nor Chevron nor their respective representatives shall contact any of the employees, customers or suppliers of the other Party and its Subsidiaries, in connection with the transactions contemplated by this Agreement and the Amended LLC Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent shall not be unreasonably withheld. (b) Any information provided to a Party or its representatives pursuant to this Agreement or the Amended LLC Agreement shall be held by such Party and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement and the Amended LLC Agreement, as applicable. From and after the Closing, each Party shall, and shall cause its Affiliates to, maintain in confidence and not use nonpublic information of the other Party, except as otherwise specifically permitted by this Agreement or the Amended LLC Agreement or as required by law. (c) Except as contemplated by this Agreement and the Amended LLC Agreement, each of ▇▇▇▇▇▇▇▇ and Chevron agrees, and agrees to cause its representatives not to, until the earlier of the Closing or termination of this Agreement in accordance with its terms, not to (i) enter into any agreement with any third party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives, or any third party, regarding a transact...

Investigation of Business; Access to Properties and Records. (a) From the date hereof through the Closing, Pillsbury and Diageo shall, and shall cause their respective Subsidiaries to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Mills may make reasonable investigations of the affairs of the Busine▇▇ ▇▇d the Business Entities. (b) From the date hereof through the Closing, General Mills shall, and shall cause its Subsidiaries to, afford to Diageo an▇ ▇▇▇geo's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of General Mills and its Subsidiaries, and their agents and consultants, subject ▇▇ ▇ny applicable Laws and compliance with any policies of General Mills and its Subsidiaries with respect to plant visits, in order tha▇ ▇▇▇geo may make reasonable investigations of the affairs of General Mills and its Subsidiaries. (c) Any information provided to ▇▇▇▇ral Mills or Diageo or their respective representatives pursuant to this ▇▇▇▇▇ment shall be subject to the terms of the Confidentiality Agreement dated April 6, 2000 between Diageo and General Mills (the "Confidentiality Agreement"). (d) Following the ▇▇▇▇▇ng, Diageo shall, and shall cause the Continuing Affiliates to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to any books and records retained by Diageo or the Continuing Affiliates that relate in part to the operations of the Business Entities (but that do not relate primarily to the operations of the Business Entities and are therefore not Books and Records that must be delivered to General Mills and its Subsidiaries), but such access need be given only with ▇▇▇▇▇ct to the portion of such books and records as are related to the operations of the Business Entities. Upon General Mills' request, Diageo shall, and shall cause the Continuing Affiliat▇▇ ▇▇, provide General Mills with ...

Investigation of Business; Access to Properties and Records. Prior to the Closing, Seller shall give to Buyer and its legal counsel, accountants and other representatives full access during normal business hours to all of the Assets for inspection (including environmental inspection), and to the books, contracts, commitments and records of the Business, and shall permit them to consult with management employees of the Business to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Business. In any on-site inspection by Buyer or its representatives of the Real Property, Buyer shall indemnify, save and hold Seller harmless from all claims asserted by Buyer, its agents, servants, employees and contractors and all other third parties for injuries to person or property arising out of or in any way connected with Buyer’s entry onto the Real Property for such inspection. Following the inspection, Buyer shall restore the property to substantially the condition that existed prior to Buyer’s entry thereon, if Buyer fails to purchase the Real Property. Buyer shall protect and safeguard all holes, excavations, stakes, ropes, lines and other devices placed by Buyer or its agents, servants, employees or contractors on or in the Real Property. Buyer shall not permit any liens to be attached to or affixed upon the Real Property as a result of any such inspection by Buyer or its agents, servants, employees or contractors. Notwithstanding any of the above provisions, nothing herein shall require Buyer to indemnify or hold Seller harmless with respect to, or repair, restore or remediate, any condition which is on, in or under the Real Property and not caused by Buyer, its agents, servants, employees or contractors.

Investigation of Business; Access to Properties and Records. (a) From the date hereof through the Closing, Pillsbury and Diageo shall, and shall cause their respective Subsidiaries to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Mills may make reasonable investigations of the affairs of the Busine▇▇ ▇▇d the Business Entities.

Investigation of Business; Access to Properties and Records. Prior to the Closing, Seller shall give to Buyer and its legal counsel, accountants and other representatives full access during normal business hours to all of the Purchased Assets for inspection (including environmental inspection), and to the books, contracts, commitments and records of the Business, and shall permit them to consult with management employees of the Business to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Business.

Investigation of Business; Access to Properties and Records. Records Retention. ----------------- (a) Between the date hereof and the Closing Date, each of the Company and Buyer shall (and shall cause each of its Subsidiaries to) afford to representatives of the other party ("Respective Representatives") reasonable -------------------------- access to their respective offices, properties, books and records during normal business hours in order that such party may have full opportunity to make such investigations as it desires of the affairs of the other party, and the Company and Buyer shall, and shall cause their employees and officers to furnish such data as is reasonably requested by the other party's representatives; provided, -------- however, that such investigation shall be upon reasonable prior written notice ------- and shall not unreasonably disrupt the personnel and operations of the other party. All requests for access shall be made to such representatives of the other party as such party shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither party nor its representatives shall contact any of the employees, customers, suppliers, joint venture partners, or other associates or affiliates of the other party, , in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of the other party. No information or knowledge obtained in any investigation pursuant to this Section 4.1(a) shall affect or be deemed to modify any representation or warranty contained in this Agreement or any disclosure schedule or the conditions to the obligations of the parties to consummate the Stock Exchange. (b) The Stockholder and the Company and Buyer will hold and will cause their respective employees, agents and representatives to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its legal counsel, by other requirements of law, all documents and information concerning the other party and its Subsidiaries furnished to it in connection with the transactions contemplated by this Agreement, including all analyses, abstracts and summaries thereof created by the other party, and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors in conn...

Investigation of Business; Access to Properties and Records. The Company shall grant Parent and its accountants, counsel and other representatives reasonable access during normal business hours during the period prior to the Closing, upon reasonable notice to the Company and subject to supervision by the Company or its agents, to (i) all of the properties, books, Tax Returns (as provided in Section 4.9(g), Contracts, commitments and records, patent application files and appropriate personnel of the Company and its Subsidiaries and (ii) all other information concerning the business of the Company and its Subsidiaries, their respective properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide access to any information or documents that would, in the reasonable judgment of the Company, materially violate any applicable Legal Requirement (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents and that thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to cause such a violation).

Investigation of Business; Access to Properties and Records. (a) Prior to the Closing Date, Seller shall and shall cause the Companies and the Subsidiaries to, and Parent shall, afford to representatives of the other party full access to their respective personnel, offices, plants, properties, books and records during normal business hours, in order that Seller and Parent may have full opportunity to make such investigations as such party desires of the affairs and assets of Parent, on the one hand, or the Companies and Subsidiaries on the other hand; provided, however, that such investigation by Seller and Parent shall not unreasonably disrupt the personnel and operations of Parent, on the one hand, or the Companies or Subsidiaries, on the other hand. (b) At the Closing or as soon thereafter as practicable, Seller will deliver or cause to be delivered to TH USA and THEH all corporate records of the Companies and Subsidiaries, and all other original (or copies thereof, if originals are not immediately available) agreements, documents, books and records relating to the businesses of the Companies and the Subsidiaries.

Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, Phil▇▇▇▇ ▇▇▇ Chevron shall cause P Chem and C Chem, respectively, to afford to representatives of the other Party reasonable access to their offices, properties, books and records, during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairs; PROVIDED, HOWEVER, that such investigation shall be at reasonable times and upon reasonable notice and